SUPPLEMENTAL BENEFIT PLAN OF NORFOLK SOUTHERN CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES Amended to and Including September 30, 2014

ARTICLE I.    INTRODUCTION

This Supplemental Benefit Plan ("Plan"), formerly the Excess Benefit Plan, was established by Norfolk Southern Corporation effective June 1, 1982, ("Effective Date") to provide retirement benefits to eligible employees in excess of those provided for by the Retirement Plan of Norfolk Southern Corporation and Participating Subsidiary Companies. This Plan is the successor to and supersedes, as of the Effective Date, the following plans:

The Plan, as hereby amended and restated, is effective with respect to supplemental benefits that were earned or vested (within the meaning of Section 409A of the Internal Revenue Code) on or after January 1, 2005. Supplemental benefits earned and vested (within the meaning of Section 409A of the Internal Revenue Code) before January 1, 2005, and any subsequent increase that is permitted to be included in such benefits under Section 409A (collectively, the “Grandfathered Amounts”), remain subject to the terms of the Plan as in effect on October 3, 2004 except with respect to the small-balance lump-sum cashout provisions set forth herein. For recordkeeping purposes, NSC will account separately for the Grandfathered Amounts.

ARTICLE II.    DEFINITIONS

  

ARTICLE III.    ELIGIBILITY AND PAYMENTS

Notwithstanding the foregoing and anything to the contrary in Article I, if the present value (determined using the “applicable interest rate” as defined in Section 417(e)(3)(C) for November of the year preceding the Plan Year and the "applicable mortality table," as defined in Section 417(e)(3)(B) of the Code) of a Participant’s supplemental benefit, including any Grandfathered Amount, does not exceed $5,000 as of the date of the Participant’s Separation from Service, and the Participant’s benefit has not commenced as an annuity payment, then the supplemental benefit, including any Grandfathered Amount, shall be paid in a lump sum distribution to the Participant upon the Participant’s Separation from Service, and no benefit shall be payable to the Participant’s Surviving Spouse or Same Sex Partner. Any lump sum benefit payable hereunder will be paid as soon as administratively feasible following the Participant’s Separation from Service, and in no event later than the later of (i) sixty days following the effective date of this amendment, or (ii) March 15 of the year following the year of the Participant’s Separation from Service; provided, however, that if the Participant is a Specified

Employee on the date of his Separation from Service, then such payment shall be made as provided in Section V of this Article III. The lump sum payment described in this Section shall only be made if the payment results in a termination and liquidation of the entirety of the Participant’s interest under this Plan, including all arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treas. Reg. § 1.409A-1(c)(2) and the requirements of Treas. Reg. § 1.409A-3(j)(v), or any successor regulation, are also satisfied with respect to such payment.

ARTICLE IV.    SUPPLEMENTAL BENEFIT

the Retirement Plan if the benefit had been paid at the same time and in the same form as the Participant’s supplemental benefit, and in addition to any amount payable pursuant to Section 1 of this Article IV, in an amount so provided by a resolution adopted by the Board of Directors of NSC, if any.

Notwithstanding the foregoing, if the present value (determined using the “applicable interest rate” as defined in Section 417(e)(3)(C) for November of the year preceding the Plan Year and the "applicable mortality table," as defined in Section 417(e)(3)(B) of the Code) of a supplemental benefit, including any Grandfathered Amount, that becomes payable to a Surviving Spouse or Surviving Same Sex Partner upon the death of the Participant does not exceed $5,000, and the survivor’s benefit has not commenced as an annuity payment, then the supplemental benefit, including any Grandfathered Amount, shall be paid in a lump sum distribution to the Surviving Spouse or Surviving Same Sex Partner. Any lump sum benefit payable hereunder will be paid as soon as administratively feasible following the Participant’s death, and in no event later than March 15 of the year following the year of the Participant’s death. The lump sum payment described in this Section shall only be made if the payment results in a termination and liquidation of the entirety of the Participant’s interest under this Plan, including all arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treas. Reg. § 1.409A-1(c)(2) and the requirements of Treas. Reg. § 1.409A-3(j)(v), or any successor regulation, are also satisfied with respect to such payment.

beneficiary may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this paragraph.

ARTICLE V.    FUNDING

The benefits under the Plan shall be paid in cash from the general funds of NSC or its Participating Subsidiary, and no special or separate fund shall be established or other segregation of assets made to assure such payments. Nothing contained in the Plan shall create or be construed to create a trust of any kind. To the extent that any person acquires a right to receive payments under the terms of the Plan, such right shall be no greater than the right of an unsecured creditor of NSC or its Participating Subsidiary.

ARTICLE VI.    ADMINISTRATION

ARTICLE VII. RIGHTS AND RESTRICTIONS

ARTICLE VIII. AMENDMENTS AND TERMINATIONS

The Plan may be amended at any time, and retroactively, if deemed necessary or appropriate, by any proper officer of NSC to effect changes which are, in his or her sole discretion, ministerial, substantively administrative, or necessary to comply with statutory or other legally mandated requirements, and the implementation of which does not result in a material cost to NSC.

The Board or Directors of NSC, in its sole discretion, may at any time modify or amend any provisions of the Plan or may suspend or terminate the Plan, in whole or in part, but no such action shall retroactively impair or otherwise adversely affect the rights of any person to benefits under the Plan which have accrued prior to the date of such action, as determined by the Compensation Committee.

In no event shall a termination of the Plan accelerate the distribution of amounts accrued or vested under the Plan in calendar year 2005 and succeeding years, except to the extent permitted in regulations or other guidance under Section 409A of the Internal Revenue Code and expressly provided in the resolution terminating the Plan.